SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Tallgrass Energy GP, LP

(Last) (First) (Middle)
4200 W. 115TH STREET, SUITE 350

(Street)
LEAWOOD KS 66211

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2015
3. Issuer Name and Ticker or Trading Symbol
Tallgrass Energy Partners, LP [ TEP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common units representing limited partner interests 20,000,000 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Tallgrass Energy GP, LP

(Last) (First) (Middle)
4200 W. 115TH STREET, SUITE 350

(Street)
LEAWOOD KS 66211

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TEGP Management, LLC

(Last) (First) (Middle)
4200 W. 115TH STREET, SUITE 350

(Street)
LEAWOOD KS 66211

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 3 is being filed jointly by Tallgrass Energy GP, LP ("TEGP") and TEGP Management, LLC, the general partner of TEGP ("TEGP GP"). In connection with the closing of its initial public offering, TEGP acquired an approximate 30.35% interest in, and became the managing member of, Tallgrass Equity, LLC ("Tallgrass Equity"). The securities of Tallgrass Energy Partners, LP (the "Issuer") are owned directly by Tallgrass Equity. TEGP and TEGP GP may therefore be deemed to beneficially own securities of the Issuer owned directly by Tallgrass Equity. Each of TEGP and TEGP GP disclaims beneficial ownership of the securities of the Issuer held by Tallgrass Equity except to the extent of its respective pecuniary interest therein.
Remarks:
Tallgrass Energy GP, LP, By: TEGP Management, LLC, its general partner, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary 01/04/2016
TEGP Management, LLC, /s/ Chris Jones, Name: Chris Jones, Title: Assistant Secretary 01/04/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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